证券代码：603790 证券简称：雅运股份 公告编号：2025-042 上海雅运纺织化工股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： ● 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025年11月14日 (二)股东大会召开的地点：上海市嘉定区鹤友路198号公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，以现场和网络投票相结合的方式召开，由董事长谢兵先生主持会议。本次 会议的召集、召开及表决方式符合《公司法》及《公司章程》的规定。 (五)公司董事、监事和董事会秘书的出席情况 (一)非累积投票议案 表决情况： ■ 3、议案名称：关于修订《董事会议事规则》的议案 1、公司在任董事9人，出席9人； 2、公司在任监事3人，出席2人，监事顾新宇因工作出差，请假未出席本次会议； 3、董事会秘书杨勤海先生 ...

Core Viewpoint - The company, Shanghai Yayun Textile Chemical Co., Ltd., has released its third-quarter report for 2025, ensuring the accuracy and completeness of the information disclosed [3][8][25]. Financial Data - The financial statements for the third quarter of 2025 have not been audited [3]. - The report includes major accounting data and financial indicators, although specific figures are not detailed in the provided documents [3][4]. Shareholder Information - The company will hold its first extraordinary general meeting of 2025 on November 14, 2025, with both on-site and online voting options available for shareholders [10][11]. - The meeting will discuss various resolutions, including the approval of the third-quarter report and the cancellation of the supervisory board [31][33]. Meeting Details - The extraordinary general meeting will take place at the company's conference room in Shanghai, starting at 14:30 [11]. - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [19][20]. Resolutions and Voting - The board of directors has proposed several resolutions for the upcoming meeting, including amendments to the company's articles of association and the cancellation of the supervisory board [33][36]. - All proposed resolutions have received unanimous support from the board members during prior meetings [29][34].

Group 1 - The company has proposed amendments to its Articles of Association, which require approval through a special resolution at the shareholders' meeting [1][3][28] - The full text of the revised Articles of Association is available on the Shanghai Stock Exchange website [2] - The company will hold its first extraordinary general meeting of 2025 on November 14, 2025, to discuss the proposed amendments [5][11] Group 2 - The extraordinary general meeting will be conducted using a combination of on-site and online voting methods [7][8] - Shareholders must register to attend the meeting, with specific registration times and locations provided [15][17] - The meeting will include discussions on various resolutions, including the cancellation of the supervisory board and amendments to the Articles of Association [10][35][110] Group 3 - The company’s board of directors and supervisory board have approved the third quarter report for 2025, which will also be presented at the extraordinary general meeting [26][33] - The board has unanimously agreed on multiple resolutions regarding the company's governance and operational procedures, which will be submitted for shareholder approval [35][38][110]

Group 1 - The company will participate in the 2025 Shanghai Listed Companies Collective Reception Day and Mid-Year Performance Briefing on September 19, 2025, from 15:00 to 17:00 [2][3] - The event will be held online, allowing investors to engage through the "Panorama Roadshow" website, WeChat, or the Panorama Roadshow APP [2][3] - Key participants in the meeting include the Chairman and General Manager, Mr. Xie Bing, and other board members [3][4] Group 2 - Major shareholder Mr. Xie Bing holds 54,673,340 shares, representing 28.57% of the total share capital, with 5,420,000 shares pledged, accounting for 9.91% of his holdings and 2.83% of the total share capital [6] - Another major shareholder, Ms. Zheng Yihua, holds 25,432,920 shares, or 13.29% of the total, with 1,150,000 shares pledged, which is 4.52% of her holdings and 0.60% of the total share capital [6] - The actual controllers, including Mr. Xie Bing, Mr. Gu Zhedong, and Ms. Zheng Yihua, collectively hold 107,029,460 shares, or 55.93% of the total, with a total of 6,570,000 shares pledged, representing 6.14% of their combined holdings and 3.43% of the total share capital [6][9]

Core Viewpoint - The company has reported a total impairment provision of RMB 6.3299 million for the first half of 2025, reflecting a cautious approach to accurately represent its financial status and asset values [2][5]. Group 1: Impairment Provision Overview - The company has recognized an impairment provision of RMB 6.3299 million for the first half of 2025, which includes both credit impairment losses and asset impairment losses [2][5]. - The credit impairment loss accounted for RMB 2.2340 million, primarily related to accounts receivable and other receivables [3]. - The asset impairment loss amounted to RMB 4.0959 million, primarily concerning inventory and other assets [4]. Group 2: Impact of Impairment Provision - The total impairment provision of RMB 6.3299 million will reduce the company's profit before tax for the first half of 2025 by the same amount [5]. - The provision is deemed to be based on sufficient evidence and aligns with the relevant accounting standards, ensuring it does not affect the company's operational capabilities [5].

上海雅运纺织化工股份有限公司 2025 年半年度主要经营数据公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 上海雅运纺织化工股份有限公司（以下简称"公司"）根据上海证券交易所 《上市公司行业信息披露指引第十三号—化工》要求，现将 2025 年半年度主要 经营数据披露如下： 证券代码：603790 证券简称：雅运股份 公告编号：2025-032 二、主要产品价格变动情况 | 主要产品 | 2025 | 年 1-6 | 月 | 2024 年 | 1-6 | 月 | 变动情况 | | --- | --- | --- | --- | --- | --- | --- | --- | | | 销售均价（元/吨） | | | 销售均价（元/吨） | | | ( % ) | | 染料 | | 42,661.93 | | 43,486.16 | | | -1.90 | | 纺织助剂 | | 11,460.35 | | 11,080.09 | | | 3.43 | 三、主要原材料价格波动情况 | 主要原材料 | 2025 | 年 1-6 | ...

Core Viewpoint - The company, Shanghai Yayun Textile Chemical Co., Ltd., has provided guarantees for its wholly-owned subsidiaries, Suzhou Kefa Man Chemical Co., Ltd. and Taicang Baoni Industrial Co., Ltd., totaling 80 million RMB for each subsidiary to secure credit from China Construction Bank [1][3]. Group 1: Guarantee Details - The company signed a maximum principal guarantee contract with China Construction Bank for 80 million RMB for Kefa Man and 80 million RMB for Taicang Baoni [1]. - The total guarantee amount for Kefa Man after this announcement will be 80 million RMB, with a remaining available guarantee of 20 million RMB [3]. - The total guarantee amount for Taicang Baoni after this announcement will be 90 million RMB, with a remaining available guarantee of 10 million RMB [3]. Group 2: Internal Decision-Making Process - The board of directors approved the provision of guarantees for subsidiaries with a debt-to-asset ratio below 70%, with a maximum guarantee limit of 500 million RMB for the year 2025 [2]. - The guarantees provided for Kefa Man and Taicang Baoni are within the approved limit of 100 million RMB each [2][8]. Group 3: Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary for the operational needs of the subsidiaries, supporting their stable operations and long-term development, aligning with the company's overall strategic goals [7]. - The board has assessed the subsidiaries' ability to repay debts, confirming their good operational status and manageable guarantee risks [7]. Group 4: Cumulative Guarantee Situation - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amount to 358.3 million RMB, all of which are guarantees to subsidiaries, representing 29.58% of the company's audited net assets attributable to shareholders as of December 31, 2024 [9].

Group 1 - The company has signed an agreement to acquire a 0.8333% stake in Zhejiang Rongteng Venture Capital Partnership for 10 million yuan [1][2] - The partnership agreement has been finalized, and all partners have fully paid their contributions [2][3] - The latest partner and contribution structure of Zhejiang Rongteng has been disclosed, with various partners contributing different amounts [2][3] Group 2 - The investment is made in collaboration with professional institutions, and the returns depend on the successful exit of the fund's investment projects [3] - The company will closely monitor the fund's management and the progress of investment projects to mitigate risks [3] - The investment will not significantly impact the company's operational activities or financial condition [3]

Core Viewpoint - The company announced a cash dividend distribution of 0.12 yuan per share, totaling 22,963,200 yuan, approved at the annual shareholders' meeting on May 23, 2025 [1][2]. Dividend Distribution Details - Cash dividend per share is set at 0.12 yuan, with a total distribution amounting to 22,963,200 yuan based on a total share capital of 191,360,000 shares [1]. - The key dates for the dividend distribution are as follows: - Record date: June 6, 2025 - Last trading day: June 9, 2025 - Ex-dividend date: June 9, 2025 [2]. Implementation Method - The cash dividends will be distributed through the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, to shareholders registered by the record date [2]. - For individual shareholders holding unrestricted circulating shares, the actual cash dividend is 0.12 yuan per share, with tax implications based on the holding period [3]. - For Qualified Foreign Institutional Investors (QFII), the net cash dividend after a 10% withholding tax is 0.108 yuan per share [3]. - Other institutional investors will receive a cash dividend of 0.12 yuan per share, with tax obligations managed by the investors themselves [4]. Contact Information - For inquiries regarding the dividend distribution, shareholders can contact the company's board office at 021-69136448 [4].

Core Viewpoint - The legal opinion confirms that the 2024 annual general meeting of Shanghai Yayun Textile Chemical Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legitimacy of the meeting procedures, participant qualifications, and voting results [1][2][8] Group 1: Meeting Procedures - The annual general meeting was convened by the board of directors based on a resolution from the 16th meeting of the fifth board held on April 25, 2025 [2] - The notice for the meeting was published on April 26, 2025, on the designated website of the Shanghai Stock Exchange and other media [2] - The meeting was conducted using a combination of on-site voting and online voting [2][3] Group 2: Participant Qualifications - The meeting was attended by 60 shareholders and representatives, representing 121,622,915 shares with voting rights, which is 63.5571% of the total voting shares [3][4] - The qualifications of the attendees were verified, ensuring compliance with the requirements set forth in the Company Law and the Articles of Association [4][8] Group 3: Voting Procedures and Results - Voting was conducted through both on-site written voting and online voting systems [5][6] - The results of the voting were counted and monitored by lawyers, supervisors, and shareholder representatives [5] - All proposed resolutions were approved with significant support, including the 2024 financial budget and profit distribution plan, with votes such as 121,621,285 shares in favor of the board's work report [5][6][7][8]